Niwt - AI-Powered Digital Twins for Business Continuity

IMPORTANT NOTICE

These Terms of Service constitute a legally binding agreement between you and Niwt, LLC. By accessing or using the Niwt platform, you agree to be bound by these terms. Please read them carefully. If you do not agree to these terms, do not use our services.

Key Points

•These terms govern your use of Niwt's digital twin platform
•For U.S. businesses only - no EU/UK/Swiss users
•Must be 18+ and using for business purposes
•Includes important sections on data privacy, security, and AI use
•By using Niwt, you agree to these terms

DEFINITIONS

Throughout these Terms, certain capitalized terms have specific meanings:

"Platform" - Niwt's digital twin services and all related systems
"Services" - All services provided through the Platform
"Customer" - The business entity that has registered for the Platform
"Authorized User" - Individuals authorized by Customer to access the Platform

1. Acceptance of Terms; Eligibility

These Terms of Service (the "Terms") govern your access to and use of Niwt, LLC's ("Niwt" or the "Company") platform, including any websites, applications, APIs, and related services (the "Platform"). By accessing or using the Platform, you agree to be bound by these Terms and the policies referenced in them—specifically, the Acceptable Use Policy (see Section 11) and the Privacy Policy available at Privacy Policy (collectively, the "Policies"), each of which is incorporated by reference. If you do not agree, do not use the Platform. If you accept these Terms on behalf of a business entity, you represent and warrant that you have authority to bind that entity. The Platform and all Platform Materials are protected by applicable intellectual property laws. If you and the Company have executed a separate written agreement governing your use of the Platform, that agreement controls to the extent of any conflict with these Terms; however, the Privacy Policy controls with respect to the collection, use, and processing of personal data.

1.1 Geographic Scope; No EU/UK/Swiss Offering

The Services are marketed and offered only to U.S. businesses for use within the United States. Customer represents and warrants that it will not permit access to, or use of, the Services from within the European Economic Area, the United Kingdom, or Switzerland (collectively, "EU+"), and will not submit to the Services any personal data of individuals located in the EU+ ("EU+ Personal Data"). The Company may implement technical measures to restrict EU+ access. This Section is in addition to, and not in lieu of, §27 (Export Controls and Sanctions) and §12 (Prohibited Data Classes).

1.2 Minimum Age

The Platform is a business service and is not intended for individuals under the age of majority. You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Platform as an Authorized User. The Platform is not directed to children under 13.

1.3 Business Use Only

The Platform is provided solely for use by business entities and their Authorized Users acting for internal business purposes. Individuals acting in a personal or consumer capacity may not register for or use the Platform.

1.4 Right to Refuse Service

The Company reserves the right to refuse service, terminate accounts, or restrict access to the Platform at its sole discretion, subject to applicable law and the termination provisions in these Terms.

2. Definitions

2.1 Acceptable Use Policy or AUP

The policy incorporated by reference in Section 11 that governs prohibited and restricted uses of the Platform.

2.2 Account ID

The unique identifier, credentials, or authentication method used to access your account, including usernames, passwords, API keys, tokens, or other access credentials.

2.3 Affiliate

Any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of at least 50% of the outstanding voting securities.

2.4 Aggregated Data

Statistical or aggregated information derived from Customer Data or Service/Usage Data that does not identify any specific individual or Customer.

2.5 AI-Generated Content

Any text, code, images, or other content generated or produced by artificial intelligence models or machine learning systems accessible through the Platform.

2.6 Authentication Secrets

Passwords, API keys, tokens, certificates, or other credentials used to authenticate access to the Platform.

2.7 Authorized User

An individual who is authorized by Customer to access and use the Platform under Customer's account for Customer's internal business purposes.

2.8 Beta Features

Features, functionality, or services labeled as "beta," "preview," "early access," "experimental," or similar, which are provided for evaluation and feedback purposes.

2.9 Business Associate Agreement (BAA)

An agreement required under HIPAA for handling Protected Health Information, if applicable.

2.10 Covered Defense Information (CDI)

Unclassified controlled technical information or other information that requires safeguarding or dissemination controls pursuant to law, regulation, or government-wide policy.

2.11 Company

Niwt, LLC, a limited liability company.

2.12 Confidential Information

Non-public information disclosed by one party to the other that is marked confidential or would reasonably be considered confidential, excluding information that: (a) becomes publicly known through no breach; (b) was rightfully known or independently developed; or (c) is rightfully obtained from a third party.

2.13 Controlled Unclassified Information (CUI)

Information that requires safeguarding or dissemination controls pursuant to law, regulation, or government-wide policy.

2.14 Customer

The entity that has entered into these Terms, created an account, or is using the Services.

2.15 Customer Data

All data, content, and information that Customer or its Authorized Users submit, upload, or input into the Platform, including through API calls or integrations.

2.16 Data Processing Addendum or DPA

An addendum governing the processing of personal data, if applicable.

2.17 De-Identified Data

Data that has been modified to remove or obscure direct and indirect identifiers such that the data cannot reasonably be used to identify an individual or Customer.

2.18 Federal Contract Information (FCI)

Information provided by or generated for the Government under contract not intended for public release.

2.19 Fees

All amounts payable by Customer for the Services, including subscription fees, usage-based charges, and pass-through costs.

2.20 High-Risk Uses

Uses of the Platform where failure could lead to death, personal injury, or environmental damage, including medical diagnosis, autonomous vehicles, or critical infrastructure control.

2.21 Health Insurance Portability and Accountability Act (HIPAA)

U.S. federal law governing the privacy and security of protected health information.

2.22 Marks

Trademarks, service marks, trade names, logos, and other brand identifiers.

2.23 Master Services Agreement (MSA)

A separate written agreement between Customer and Company governing Services, if applicable.

2.24 Open-Source Components

Software components licensed under open-source licenses.

2.25 Order Form

A written or electronic order, statement of work, or subscription agreement for Services.

2.26 Output

Content generated by the Platform in response to Customer inputs, including AI-Generated Content.

2.27 Payment Card Industry (PCI) Data Security Standard (DSS)

Security standards for organizations handling payment card data.

2.28 Payment Card Data

Credit card numbers, card verification codes, and related payment card information.

2.29 Protected Health Information (PHI)

Information protected under HIPAA.

2.30 Platform

The Company's software platform, applications, APIs, and related services.

2.31 Platform Materials

Documentation, tutorials, sample code, and other materials provided by the Company.

2.32 Privacy Policy

The Company's privacy policy available at the designated URL.

2.33 Security Incident

A confirmed unauthorized access to, or disclosure of, Customer Data within the Company's systems that results in loss, disclosure, or alteration of such data.

2.34 Service Level Agreement or SLA

The then-current service level agreement applicable to the Services, including any service credits and related remedies.

2.35 Service/Usage Data

Data relating to the operation and use of the Platform, such as logs, telemetry, event data, and performance metrics.

2.36 Services

Access to the Platform and any related support, onboarding, or professional services provided by the Company.

2.37 Subscription Term

The initial subscription period and any renewal periods identified in an Order Form or your account.

2.38 Taxes

Any sales, use, excise, GST/VAT, or similar taxes, duties, or government-imposed charges assessed in connection with the purchase or use of the Services, excluding taxes based on the Company's net income, property, or employees.

2.39 Third-Party Services

Any websites, applications, platforms, APIs, products, or services provided by third parties and linked to, integrated with, or otherwise accessible through the Platform.

2.40 User Content

Any data, text, images, video, audio, code, or other materials or information that you upload, submit, disclose, distribute, or otherwise post to or through the Platform.

3. Order of Precedence

If you and the Company have executed a separate written agreement governing the Services (e.g., a Master Services Agreement ("MSA") or an Order Form), that agreement controls to the extent of any conflict, but only for the Services it expressly covers. For clarity, in the event of any conflict among the documents below, the following subject-matter rules apply:

• Commercial and subscription details (e.g., pricing, term, scope of Services): the applicable Order Form controls over the MSA and these Terms.
• Processing of personal data: the Data Processing Addendum ("DPA") (if applicable) controls over all other documents; if no DPA applies, the Privacy Policy controls as to the collection and use of personal data.
• Service levels and credits: the Service Level Agreement ("SLA") controls.
• Prohibited uses and conduct: the Acceptable Use Policy ("AUP") controls.
• Purchase order or procurement terms do not apply and are rejected.

In all other respects, these Terms govern your use of the Platform.

4. Changes to These Terms

The Company may update these Terms from time to time. We will provide notice of material changes by posting an updated version on the Platform or by sending email to the account holder of record at least 30 days before the changes take effect, unless earlier effectiveness is required by law or for security/abuse reasons. Non-material or clarifying updates become effective upon posting.

Material changes to these Terms will apply (i) at the start of the next term under your applicable Order Form, or (ii) when you execute a new Order Form or other agreement that incorporates the updated Terms, whichever occurs first. If you object to a material change, you may provide written notice before the effective date and, if unresolved, continue under the then-current Terms until the end of your current term for the affected Services.

Updates to the Acceptable Use Policy (AUP) may take effect upon posting where reasonably necessary to address security, abuse, or legal requirements. The Privacy Policy may be updated as described in that policy. Any changes to the DPA, SLA, MSA, or an Order Form are governed by those documents and will not be made unilaterally by the Company. Changes to dispute-resolution provisions will not apply to claims of which the parties have actual notice before the effective date.

If you do not agree to the updated Terms, you must stop using the Platform as of the applicable effective date.

5. Account Registration

Certain features of the Platform require registration. You must create an Account ID (which may include a username, password, API key, token, or other credentials) and keep your registration information accurate, complete, and current. Failure to do so is a material breach and may result in suspension or termination.

5.1 Account Names

You may not: (a) select or use an Account ID of another person or entity with intent to impersonate; (b) use an Account ID without proper authorization; or (c) use an Account ID that is offensive, vulgar, or obscene. The Company may refuse, suspend, or cancel any Account ID at its discretion.

5.2 Business Accounts; Authorized Users

Accounts are for business use only and may be used solely by Authorized Users acting for your internal business purposes. You are responsible for (a) all activities under your account, including by Authorized Users; (b) ensuring that only Authorized Users are granted access; and (c) promptly removing access for individuals who should no longer have it.

5.3 Credential Security

You must maintain the confidentiality of all Authentication Secrets and are fully responsible for all activities that occur under your account. You will use industry-standard security measures to protect credentials (including secure storage, transmission only over encrypted connections, and prompt rotation if compromised).

5.4 Notice of Compromise

You must immediately notify the Company of any actual or suspected unauthorized use of your account or any other breach of security. The Company is not liable for any loss or damage from your failure to comply with this section.

6. Subscription and Fees

6.1 Ordering and Fees

Fees are specified in an Order Form or during account registration. All Fees are non-refundable except as expressly stated. The Company may require a credit card or purchase order for certain Services.

6.2 Billing and Payment

Fees are due as specified in the Order Form (or if not specified, net 30 days from invoice). The Company may charge stored payment methods automatically. Fees are in U.S. dollars unless otherwise specified.

6.3 Taxes

Fees exclude Taxes. You are responsible for all Taxes, and will pay the Company without reduction. If the Company is required to collect Taxes, they will be invoiced and are due as additional amounts. You will provide tax exemption certificates upon request.

6.4 Disputed Amounts

To dispute an invoice, provide written notice within 15 days of the invoice date with reasonable detail. Disputes not raised timely are waived. You must pay undisputed amounts during any dispute resolution.

6.5 Late Payment; Suspension

Late amounts accrue interest at 1.5% per month (or maximum legal rate if less). The Company may suspend Services for amounts 15+ days overdue after 5 days' notice. You reimburse collection costs.

6.6 Overage and True-Up

Usage exceeding purchased quantities incurs overage charges at rates specified in the Order Form (or if not specified, list rates). The Company may invoice overages monthly or at term-end.

6.7 Changes to Fees

The Company may increase Fees upon 30 days' notice (90 days for annual prepaid plans). Increases apply at next renewal. New Services or features may have additional fees.

6.8 Credits and Refunds

Service credits (if any) are your sole remedy for SLA breaches and are subject to the SLA's terms. Credits don't transfer between accounts or Services and expire if unused within 12 months.

6.9 No Setoff

You may not withhold, offset, or deduct amounts from payments due except for credits expressly granted by the Company in writing.

7. Platform Access and License

7.1 License to the Platform

Subject to payment and compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license during the Subscription Term to access and use the Platform solely for your internal business purposes. This license is for Authorized Users only and includes access to Platform Materials for use with the Services.

7.2 Outputs (Your Rights)

Subject to these Terms and payment of Fees, you own all rights in Outputs generated for you, to the extent such rights can be assigned. The Company claims no ownership of Outputs. However: (a) Outputs may not be unique; others may receive similar outputs; (b) the Company retains rights in its pre-existing materials; and (c) Third-Party Services may have separate terms.

7.3 Customer Data (Limited License to the Company)

You grant the Company a limited license to Customer Data solely to provide the Services, including processing through AI models as instructed. This license includes backup, security, and technical operations necessary for service delivery.

7.4 Third-Party Model Providers

The Platform may use third-party AI models. Your use is subject to those providers' terms, which you must accept. The Company isn't liable for third-party model performance, availability, or outputs.

7.5 Hosting Model

The Platform operates on shared infrastructure (unless otherwise specified). The Company may use subprocessors and hosting providers. Service locations and providers may change with reasonable notice.

7.6 Restrictions

You will not: (a) exceed scope of license; (b) copy, modify, or create derivative works; (c) reverse engineer or attempt to discover source code; (d) sell, license, or sublicense the Platform; (e) use for competitive purposes; (f) remove proprietary notices; (g) circumvent usage limits or security measures; or (h) use in violation of law or these Terms.

7.7 Suspension and Termination Effects

Upon suspension or termination, access rights terminate immediately. You must cease use and, upon request, certify deletion of Platform Materials. Data handling follows Section 8.6.

7.8 Feedback

The Company may freely use any feedback, suggestions, or ideas you provide about the Services without obligation to you. Feedback is provided voluntarily and doesn't create confidentiality obligations.

8. Customer Data

8.1 Ownership

You retain all rights in Customer Data. The Company gains no ownership except the limited license in Section 7.3.

8.2 Limited License to the Company

You grant the Company a license to process Customer Data as necessary to provide Services, including: (a) storage and transmission; (b) processing per your instructions; (c) sharing with providers you authorize; and (d) creating De-Identified Data per Section 10.

8.3 Third-Party Model Providers

If you use third-party AI models, Customer Data may be processed under those providers' terms. You're responsible for reviewing and accepting such terms.

8.4 Customer Responsibilities

You're responsible for: (a) accuracy and legality of Customer Data; (b) obtaining necessary rights and consents; (c) compliance with applicable laws; (d) appropriate use of AI outputs; and (e) backup of important data.

8.5 Service/Usage Data and De-Identified Data

The Company may collect Service/Usage Data and create De-Identified Data per Section 10. This doesn't include accessing Customer Data content except as necessary for Services.

8.6 Access, Export, and Deletion

During the Subscription Term, you may access and export Customer Data through the Platform's standard features. Within 30 days after termination (the "Retrieval Period"), you may request export of Customer Data. After the Retrieval Period, the Company will delete Customer Data within 90 days, except as required by law or permitted under Section 10.

8.7 Legal Process

The Company may disclose Customer Data if required by law or valid legal process. Where permitted, the Company will notify you and provide opportunity to contest.

8.8 Hosting Model

Customer Data is logically segregated in multi-tenant architecture unless single-tenant services are purchased. The Company uses industry-standard security measures.

9. User Content

9.1 License to the Company (Purpose-Limited)

For User Content you post publicly or share with others, you grant the Company a license to display and distribute it as you direct through the Platform's features.

9.3 Community/Public Areas (If Applicable)

Content posted in community areas may be publicly visible. The Company may moderate but isn't obligated to monitor all content.

9.4 Ownership and Control

You retain ownership of User Content. The Company's license is limited to operating the Services as you direct.

9.5 Representations and Warranties

You represent that you have rights to User Content and its use won't violate laws or third-party rights.

9.6 Moderation and Takedown

The Company may remove content violating these Terms or law. Repeated violations may result in suspension or termination.

9.7 Removal; Data Lifecycle

Deleted User Content may persist in backups for a reasonable period. The Company isn't required to preserve User Content indefinitely.

10. Aggregated and De-Identified Data

10.1 Creation and Ownership

The Company may create De-Identified Data and Aggregated Data from Customer Data and Service/Usage Data. The Company owns all De-Identified Data and Aggregated Data.

10.2 Permitted Uses

The Company may use De-Identified Data and Aggregated Data to operate, secure, support, and improve the Services, including: (a) service monitoring and capacity planning; (b) detection and prevention of fraud, abuse, and security incidents; (c) quality, performance, and feature improvement; and (d) usage analytics and reporting.

10.3 Safeguards and Restrictions

(a) The Company will maintain reasonable technical and organizational measures designed to ensure De-Identified Data cannot reasonably be used to identify Customer or an individual and will not attempt to re-identify it. (b) The Company will not sell De-Identified Data or Aggregated Data or use it for targeted advertising. (c) The Company will not use Customer Data, Output, De-Identified Data, or Aggregated Data to train generalized content models that incorporate Customer's proprietary content semantics for the benefit of other customers.

10.4 Publication and Marketing

(a) Name/Logo Listing (Opt-Out): Unless Customer opts out by written notice, Company may use Customer's name and logo to identify Customer as a customer. (b) Conditions: Company will use the Marks in accordance with any reasonable brand guidelines provided. (c) Revocation/Takedown: Customer may revoke permission at any time by written notice.

10.5 Conflicts

If provisions in a DPA or government/regulated-environment addendum conflict with this Section, those specific provisions control for covered data types.

11. Acceptable Use Policy

11.1 Prohibited Content and Conduct

You will not (and will not permit any third party to):
• Violate any applicable law, regulation, or third-party right
• Transmit any material that is defamatory, offensive, or otherwise objectionable
• Use the Platform to send spam, phishing, or other unsolicited communications
• Upload or transmit viruses, malware, or other harmful code
• Attempt to gain unauthorized access to any systems or networks
• Interfere with or disrupt the Platform or servers
• Use the Platform for illegal or fraudulent activities
• Violate the intellectual property or privacy rights of others

11.2 Security and Service Integrity

You will not: probe, scan, or test vulnerabilities without written permission; overwhelm the Platform with excessive requests; circumvent usage limits or security measures; or access the Platform through unauthorized means.

11.3 Automated Access and Fair Use

Automated access must use published APIs and comply with rate limits. Scraping, crawling, or bulk downloading without permission is prohibited.

11.4 Data Responsibilities

Don't submit sensitive data the Platform isn't designed to handle. You're responsible for data classification and appropriate security measures.

11.5 AI-Specific Restrictions

Don't use the Platform for High-Risk Uses without written agreement. Don't attempt to extract training data, create competing services, or generate content violating these Terms.

11.6 Export Controls and Sanctions

Comply with all applicable export controls and sanctions. Don't use the Platform in embargoed countries or provide access to prohibited parties.

11.7 Enforcement

Violations may result in immediate suspension or termination. The Company may report illegal activities to authorities.

12. Prohibited Data Classes

12.1 Default Prohibition

Unless expressly permitted by written agreement, do NOT submit:
• Payment Card Data (except through designated payment interfaces)
• Protected Health Information (PHI) under HIPAA
• Government classified information
• Controlled Unclassified Information (CUI/CDI/FCI)
• Personal data of EU+ residents
• Biometric data for identification purposes
• Data requiring specific regulatory compliance not addressed in standard Terms

12.2 Conditionally Permitted (by written agreement only)

Certain data types may be permitted with appropriate agreements (e.g., BAA for PHI, government addendum for CUI). Contact sales for requirements.

12.3 No Re-Identification; Pseudonymization Not Sufficient

Don't attempt to re-identify De-Identified Data. Pseudonymization alone doesn't satisfy de-identification requirements.

12.4 Remediation

If prohibited data is submitted, immediately notify the Company and follow remediation instructions. You may be charged for remediation costs.

12.5 Conflicts and Carve-Outs

Specific agreements (DPA, BAA, government addendum) may modify these restrictions for covered Services only.

13. Third Party Services

13.1 Independent Services; Terms

Third-Party Services are independent from the Platform. Your use is governed by their terms, which you must accept.

13.3 Availability and Changes

Third-Party Services may change or become unavailable. The Company isn't responsible for modifications or discontinuations.

13.4 Fees

Third-Party Services may have separate fees. Pass-through costs (if any) are specified in Order Forms.

13.5 Model Providers

AI model providers' terms apply to their models. Output quality, availability, and capabilities depend on third-party providers.

13.6 Open-Source Components

Open-source components are subject to their licenses. License notices are available at /open-source.

13.7 Responsibility and Disclaimer

The Company isn't responsible for Third-Party Services' performance, security, or compliance. Integration is at your risk.

14. Data Privacy

14.1 Privacy Policy (Incorporation by Reference)

The Privacy Policy (available at /privacy) is incorporated by reference and governs personal data collection and use.

14.2 Roles and Instructions

For personal data in Customer Data, Customer is the controller and Company is the processor. Company processes personal data per Customer's instructions in these Terms.

14.3 Subprocessors

The Company may use subprocessors for service delivery. A list is available upon request. Changes are notified per the DPA (if applicable).

14.4 Data Subject Requests; Cooperation

Customer is responsible for responding to data subject requests. The Company will reasonably assist at Customer's expense.

14.5 Cross-Border Transfers; Location

Customer Data may be processed in the United States. Customer is responsible for cross-border transfer compliance.

14.6 Conflicts

For personal data handling, the DPA (if applicable) controls, then the Privacy Policy, then these Terms.

15. Security; Incident Response

15.1 Security Program

The Company maintains a security program with administrative, physical, and technical safeguards appropriate for the Services.

15.2 Hosting and Segregation

Customer Data is logically segregated in multi-tenant architecture. Physical segregation requires single-tenant services.

15.3 Customer Security Responsibilities

You're responsible for: credentials security; access management; secure configuration; appropriate data classification; and end-user device security.

15.4 Vulnerability Testing; Safe Handling

Security testing requires prior written permission. Report vulnerabilities through responsible disclosure channels.

15.5 Incident Response and Notice

The Company will notify affected customers of confirmed Security Incidents as required by law. Notice timing and content follow applicable requirements.

15.6 Business Continuity and Disaster Recovery

The Company maintains business continuity and disaster recovery plans. Recovery objectives are specified in the SLA.

15.7 Specific Limitations

The Company isn't a PCI-compliant service provider (unless specified). HIPAA compliance requires a BAA. Government compliance may require additional terms.

15.8 Data Lifecycle Cross-Reference

Data retention, deletion, and export are governed by Section 8.6 and any applicable DPA.

16. AI-Generated Content Disclaimer

16.1 Nature of AI Outputs

AI-Generated Content is machine-generated and may contain errors, biases, or inaccuracies. Outputs are probabilistic and may vary.

16.2 No Professional Advice; Human Review

AI outputs aren't professional advice (legal, medical, financial, etc.). Always have qualified humans review important outputs before use.

16.3 "As-Is" Disclaimer (AI Outputs)

AI-Generated Content is provided "as-is" without warranties. The Company doesn't guarantee accuracy, completeness, or fitness for any purpose.

16.4 Your Responsibilities

You're responsible for reviewing, validating, and appropriately using AI outputs. Don't rely solely on AI for critical decisions.

16.5 Third-Party Model Providers

Third-party model limitations and terms apply. Model capabilities and availability may change.

16.6 High-Risk and Regulated Uses

Don't use AI outputs for High-Risk Uses without appropriate safeguards and agreements. Regulated industries must ensure compliance.

16.7 Ownership Posture Unchanged

This disclaimer doesn't change ownership rights in Section 7.2. You own outputs subject to these limitations.

16.8 Limitation of Liability (AI Outputs)

The Company isn't liable for consequences of using AI-Generated Content. Liability limitations in Section 21 apply.

17. Beta and Pre-Release Features

17.1 Description

Beta Features are experimental and provided "as-is" for evaluation. They may have bugs, limited functionality, or be discontinued.

17.2 Optional Enrollment

Beta Features are optional. Enrollment may require separate agreement or acknowledgment.

17.3 No SLA or Commitments

Beta Features have no SLA, warranties, or support commitments. Availability and features may change without notice.

17.4 Data Handling

Don't use Beta Features for production or sensitive data unless expressly permitted. Backup important data before use.

17.5 Security and Availability

Beta Features may not have completed security reviews or business continuity measures. Use at your own risk.

17.6 Your Responsibilities

You're responsible for evaluating suitability, testing thoroughly, and providing feedback if requested.

17.7 Feedback

Feedback on Beta Features is welcome and governed by Section 7.8.

17.8 Non-Public Information

Information about non-public Beta Features is confidential. Don't disclose without written permission.

17.9 Liability

The Company has no liability for Beta Features. Section 21 limitations apply fully.

17.10 Termination; Data Export

Beta Features may be discontinued anytime. Where practicable, data export will be available.

17.11 Third-Party Providers

Beta Features may use experimental third-party services with additional risks.

17.12 Fees

Beta Features are typically free unless otherwise specified. Future commercialization may add fees.

18. Indemnification

18.1 Company IP Indemnity

The Company will defend you from third-party claims that the Platform infringes intellectual property rights and pay final judgments or Company-approved settlements, subject to exclusions and procedures below.

18.2 Exclusions (Company IP Indemnity)

No obligation for claims arising from: Customer Data, User Content, or Outputs; combinations with non-Company items; unauthorized modifications; use outside documentation or Terms; failure to update; Third-Party Services; or Beta Features.

18.3 Infringement Remedies

If the Platform is claimed to infringe, the Company may: procure continued use rights; modify to be non-infringing; or terminate and refund prepaid fees for terminated portions.

18.4 Your Indemnity

You'll defend the Company from claims arising from: Customer Data or User Content; violations of Terms or law; or Third-Party Service connections you enable.

18.5 Procedures

The indemnified party must: promptly notify; give sole control of defense/settlement; and reasonably cooperate. Settlement requires consent if admitting fault or imposing obligations.

18.6 Relationship to Limits and Exclusions

Indemnity obligations are subject to Section 21 limitations. Nothing limits court-ordered attorney fee obligations.

19. Corrections and Updates

19.1 Informational Materials; No Warranty

Platform Materials are provided for information and may contain errors. They don't modify Services or Terms and aren't warranted.

19.2 Updates to Materials; No Obligation

The Company may update Platform Materials anytime without notice. No obligation to deliver future functionality.

19.3 Roadmap and Forward-Looking Statements

Statements about future features are forward-looking only. Purchase based on current functionality.

19.4 Reporting Errors

Report errors to the Company. Corrections are at Company's discretion.

20. Disclaimer of Warranties

Except as expressly stated in an applicable Order Form or SLA, the Services, Platform, and Platform Materials (including AI-Generated Content, User Content, samples, tutorials, dashboards, and documentation) are provided "as is" and "as available." To the maximum extent permitted by law, the Company disclaims all warranties, express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. Without limiting the foregoing: (a) results, accuracy, and outcomes from use of the Services are not guaranteed; (b) the Company does not control and is not responsible for Third-Party Services (see Section 13); (c) AI-Generated Content is subject to Section 16; and (d) Beta Features are subject to Section 17 and carry no warranties or commitments.

21. Limitation of Liability

21.1 Excluded Damages

To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or data, even if advised of the possibility.

21.2 Liability Cap

For paid Services, each party's total aggregate liability for all claims arising out of or relating to these Terms is limited to the lesser of: (a) the Fees paid by Customer to the Company for the Services giving rise to the claim in the twelve (12) months before the event first giving rise to liability; or (b) US $10,000. If the Services are provided without charge (including Beta Features), the Company's total aggregate liability is US $100. Multiple claims do not enlarge these caps.

21.3 Non-Excludable Matters

Nothing limits liability that cannot be limited under applicable law (e.g., death/injury from negligence, fraud, willful misconduct). Service credits are sole remedy for SLA breaches.

21.4 Payment and Remediation Exclusions

The liability cap doesn't limit: Customer's payment obligations; or remediation amounts under Section 12.4.

22. Termination; Suspension

22.1 Suspension

The Company may suspend Services for: payment default (after notice); AUP violations; security risks; legal compliance; or Third-Party Service changes. Suspensions are scoped and lifted when resolved.

22.2 Termination by the Company (For Cause)

The Company may terminate for: material breach not cured within 30 days; payment default after notice; or legal/third-party requirements.

22.3 Termination by the Company (For Convenience)

The Company may terminate for convenience on 30 days' notice with pro-rata refund of prepaid fees.

22.4 Termination by Customer

Customer may terminate: for convenience at term-end; or for cause if Company materially breaches and doesn't cure within 30 days (with refund).

22.5 Effect of Termination; Data

Upon termination: access ends; cease Platform use; return/delete Confidential Information. Data rights and export follow Section 8.6.

22.6 Outstanding Amounts

Termination doesn't relieve payment obligations for amounts due.

22.7 Survival

Provisions that should survive termination do, including: payment obligations, data rights, disclaimers, limitations, indemnities, and confidentiality.

22.8 No Waiver of Remedies

Suspension/termination doesn't waive other rights or remedies.

23. Survival; Severability

23.1 Survival

Provisions identified in Section 22.7 survive, plus others that by nature should survive.

23.2 Severability; Blue-Pencil

Invalid provisions are modified to achieve intent within legal bounds. Remaining provisions stay in effect. Invalidity in one jurisdiction doesn't affect others.

24. Governing Law; Dispute Resolution; Class Action Waiver

24.1 Governing Law

These Terms are governed by Delaware law (excluding conflicts rules). The UN Convention on Contracts doesn't apply.

24.2 Informal Resolution; Notice

Parties must attempt informal resolution for 30 days before formal proceedings. Provide written notice with details.

24.3 Arbitration

Disputes are resolved by binding arbitration under AAA Commercial Rules. Arbitration is individual, in Delaware, with limited discovery.

24.4 Class Action and Jury Trial Waiver

NO CLASS ACTIONS. Disputes are individual only. JURY TRIAL WAIVED. If class waiver is invalid, arbitration doesn't apply to that dispute.

24.5 Fees and Costs

Each party bears its attorney fees unless law requires otherwise. AAA fees follow AAA rules.

24.6 Court Proceedings (Limited)

Courts may: enforce arbitration; enter judgment on awards; or hear IP/confidentiality claims. Delaware courts have exclusive jurisdiction.

24.7 One-Year Limitations Period

Claims must be brought within one year of when they could reasonably be discovered.

24.8 Continuity of Service

Services continue during disputes unless terminated per Section 22.

24.9 Confidentiality of Proceedings

Arbitration proceedings and outcomes are confidential unless required by law.

25. Notices

25.1 Methods of Notice

Notices may be given: by email to registered address; through Platform notifications; or by certified mail.

25.2 Legal Notices

Legal notices to Company: legal@niwt.com or registered agent. Legal notices to Customer: registered email or account address.

25.3 Notice of Dispute (per §24.2)

Dispute notices must include: description of dispute; requested relief; and contact information.

25.4 DMCA Notices

25.5 Deemed Receipt

Notices are deemed received: email - 1 business day; Platform - immediately; mail - 3 business days.

25.6 Language and Electronic Delivery

Notices must be in English. Electronic delivery satisfies writing requirements.

26. Open-Source Components

26.1 Separate Licenses; Precedence

Open-source components are under their own licenses, which control for those components.

26.2 Notices and Attributions

License notices and attributions are at /open-source or provided on request.

26.3 Source Code Availability (If Required)

Source code for copyleft-licensed components is available as required by applicable licenses.

26.4 No Additional Restrictions

These Terms don't add restrictions incompatible with open-source licenses.

26.5 Use Within and Outside the Services

Open-source components may be used outside the Platform per their licenses.

26.6 Warranty and Liability

Open-source components are provided "as-is" per their licenses.

26.7 Trademarks

Open-source licenses don't grant trademark rights.

26.8 Cross-Reference

See Section 13.6 for Third-Party Services including open-source.

27. Export Controls and Sanctions

27.1 Compliance

Both parties comply with applicable export controls and sanctions laws.

27.2 Prohibited Destinations, Parties, and Uses

Don't use or allow access from embargoed countries or by prohibited parties. Don't use for prohibited end-uses.

27.3 Controlled Technical Data

Don't submit controlled technical data without prior agreement.

27.4 Certifications and Cooperation

Provide certifications and cooperate with compliance efforts as requested.

27.5 No EU+ Availability

Services aren't available in EU+. See Section 1.1.

27.6 Cross-Reference

See Sections 11.6 and 12 for related restrictions.

28. U.S. Government End-User Rights

28.1 Commercial Items

The Platform and documentation are "commercial items" under FAR 2.101.

28.2 Restricted Rights

Government rights are limited to those in these Terms. No government-specific rights unless agreed.

28.3 Manufacturer

Niwt, LLC is the manufacturer/licensor.

28.4 Compliance

Government use must comply with all applicable regulations.

28.5 No High-Risk Government Uses

Not authorized for systems requiring fail-safe performance.

28.6 Cross-Reference

Government-specific terms may be in separate agreement.

29. General Provisions

29.1 Entire Agreement

These Terms, with referenced documents, are the entire agreement. Purchase orders don't apply.

29.2 Amendments

Amendments must follow Section 4 or be in signed writing.

29.3 Waiver

Waivers must be written and apply only to specific instances.

29.4 Force Majeure

Neither party liable for delays from events beyond reasonable control.

29.5 Assignment

Customer needs consent to assign except to affiliates or successors. Company may freely assign.

29.6 Relationship of Parties

Parties are independent contractors, not partners or agents.

29.7 No Third-Party Beneficiaries

Only parties to these Terms have rights under them.

29.8 Interpretation

Headings don't affect interpretation. "Including" means "including without limitation."

29.9 Publicity

See Section 10.4 for marketing and publicity rights.

29.10 Counterparts

Agreements may be executed in counterparts. Electronic signatures are valid.

30. Data Retention, Archival, and Deletion

30.1 Retention Periods

Customer Data retained during Subscription Term plus 30-day Retrieval Period. Backups may persist up to 90 days.

30.2 Archival

Inactive data may be archived with reasonable retrieval time.

30.3 Deletion Upon Request

Deletion requests processed per Section 8.6. Confirmation provided upon request.

30.4 Exceptions and Third-Party Services

Retention may extend for legal requirements. Third-party retention governed by their terms.

30.5 Custom Assistance and Fees

Non-standard exports or extensive assistance may incur fees after notice.

30.6 Confirmation

Written confirmation provided when deletion from active systems complete.

30.7 Order-Form/DPA Overrides

Specific agreements may specify different timelines.

31. Copyright and DMCA

31.1 Reporting Copyright Infringement

Report alleged copyright infringement to our DMCA agent with: identification of copyrighted work; identification of infringing material; contact information; good faith statement; accuracy statement; and signature.

31.2 Company Actions Upon Valid Notice

Company may remove or disable access to allegedly infringing material and notify the user.

31.3 Counter-Notification

Users may submit counter-notification with: identification of removed material; good faith statement; consent to jurisdiction; and signature.

31.4 No Legal Advice

This process doesn't constitute legal advice. Consult an attorney for questions.

31.5 Designated Agent to Receive DMCA Notices

DMCA Agent: Legal Department, Niwt, LLC, legal@niwt.com

Last Updated: August 14, 2025

For questions about these Terms of Service, please contact: legal@niwt.com